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Contract analysis / credit-agreement-initial-draft.docx
credit-agreement-initial-draft.docx
1019-00002 · 44 clauses
High · 3 Medium · 10 Standard · 11
ARTICLE I
ARTICLE I DEFINITIONS AND INTERPRETATION
Section 1.01. Defined Terms. Medium
⚑ Liability cap to check against exposure
Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "Adjusted Term SOFR" means, for any Interest Period, a rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) the SOFR Adjustment (if any); provided that in no event shall Adjusted Term SOFR be less than 0.00% per annum. "Administrative Agent" means Prescott National Bank, N.A., a national
Section 1.02. Other Interpretive Provisions.
Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified: (a) the definitions of terms herein shall apply equally to the singular and plural forms; (b) headings and captions are for convenience of reference only and shall not affect the interpretation hereof; (c) "including" means "including without limitation"; (d) references to any statut
Section 1.03. Accounting Terms.
Section 1.03. Accounting Terms. All accounting terms not otherwise defined shall be construed in conformity with GAAP as in effect on the Closing Date; provided that if the Borrower notifies the Administrative Agent that it wishes to amend any financial covenant or related definition to reflect any subsequent change in GAAP, then such covenant or definition shall continue to be determined on the basis of GAAP as in e
Section 1.04. Rounding.
Section 1.04. Rounding. All financial ratios and calculations set forth herein or in any Compliance Certificate shall be rounded to two decimal places.
Section 1.05. References to Agreements and Laws.
Section 1.05. References to Agreements and Laws. Unless otherwise expressly provided, references to any agreement include such agreement as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, and references to any statute or regulation include amendments and successor provisions.
Section 1.06. Times of Day.
Section 1.06. Times of Day. Unless otherwise specified, all references to times of day are references to Eastern Time. For the avoidance of doubt, notice deadlines relating to Borrowings, prepayments, and other credit extensions are governed by Section 2.02 and reference New York City time.
Section 1.07. Letter of Credit Amounts. Standard
⚑ Commercial term
Section 1.07. Letter of Credit Amounts. Unless otherwise specified, the amount of any outstanding Letter of Credit shall equal its stated amount (giving effect to any automatic increase provisions), regardless of any temporary reduction resulting from a partial drawing.
Section 1.08. SOFR Notification.
Section 1.08. SOFR Notification. The Administrative Agent does not warrant or accept responsibility for, and shall have no liability with respect to, the administration, submission, performance, or any other matter relating to Term SOFR, Adjusted Term SOFR, or SOFR (or any component thereof or any alternative or successor rate). Upon the occurrence of a Benchmark Transition Event (including permanent or indefinite ce
ARTICLE II
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01. Revolving Credit Commitments. Standard
⚑ Commercial term
Section 2.01. Revolving Credit Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount that will not result in (a) such Lender's Revolving Credit Loans, plus its
Section 2.02. Borrowings, Conversions, and Continuations of Revolving Credit Loans. Medium
⚑ Notice / time limit to track
Section 2.02. Borrowings, Conversions, and Continuations of Revolving Credit Loans. Each Borrowing shall be made upon the Borrower's irrevocable notice to the Administrative Agent, which may be given by (i) a written Borrowing Request substantially in the form of Exhibit A or (ii) telephone (promptly confirmed in writing). Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (New Yor
Section 2.03. Swingline Loans. Medium
⚑ Liability cap to check against exposure
Section 2.03. Swingline Loans. Subject to the terms and conditions hereof, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the period from the Closing Date to the Maturity Date, provided that the aggregate outstanding Swingline Loans shall not exceed $25,000,000 at any time, and that the aggregate outstanding Revolving Credit Loans, Swingline Loans, and LC expos
Section 2.04. Letters of Credit. High
⚑ Automatic / tacit renewal
Section 2.04. Letters of Credit. Subject to the terms and conditions hereof, the LC Issuer agrees to issue Letters of Credit for the account of the Borrower and its Subsidiaries from time to time during the period from the Closing Date to the fifth Business Day prior to the Maturity Date, provided that the aggregate stated amount of outstanding Letters of Credit shall not exceed the LC Sub-Facility of $50,000,000, an
Section 2.05. Prepayments. High
⚑ Penalty / liquidated damages
Section 2.05. Prepayments. (a) Voluntary Prepayments. The Borrower may, upon irrevocable notice to the Administrative Agent given not later than 1:00 p.m. (New York City time) (i) three Business Days prior to any prepayment of SOFR Loans and (ii) one Business Day prior to any prepayment of Base Rate Loans, prepay all or any portion of the outstanding Revolving Credit Loans without premium or penalty (subject to Secti
Section 2.06. Reduction and Termination of Commitments. Standard
⚑ Commercial term
Section 2.06. Reduction and Termination of Commitments. The Borrower may, upon written notice to the Administrative Agent given not later than 1:00 p.m. (New York City time) three Business Days prior to the effective date, permanently reduce or terminate the Revolving Credit Commitment in whole or in part; provided that each partial reduction shall be in a minimum amount of $5,000,000 and integral multiples of $1,000
Section 2.07. Repayment of Loans.
Section 2.07. Repayment of Loans. The Borrower shall repay the aggregate outstanding Revolving Credit Loans in full on the Maturity Date. Swingline Loans shall be repaid on demand of the Swingline Lender or as settled among the Lenders pursuant to Section 2.03, and in any event in full on the Maturity Date.
Section 2.08. Interest. Standard
⚑ Commercial term
Section 2.08. Interest. (a) Applicable Rate. Subject to the provisions of this Section 2.08, each SOFR Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to Adjusted Term SOFR plus 3.50% (350 basis points), and each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus 2.50% (250 basis points). Adjusted Term SOFR shall be subject to a floor of 0
Section 2.09. Fees. Standard
⚑ Commercial term
Section 2.09. Fees. (a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a Commitment Fee at a rate of 0.50% per annum (50 basis points) on the average daily unused portion of the Revolving Credit Commitment (calculated as the Revolving Credit Commitment minus the sum of the aggregate outstanding Revolving Credit Loans and LC exposure; for the avoidance of do
Section 2.10. Computation of Interest and Fees. Standard
⚑ Commercial term
Section 2.10. Computation of Interest and Fees. All computations of interest and fees hereunder shall be made on the basis of a year of 360 days and the actual number of days elapsed. Interest shall accrue from and including the date of funding to but excluding the date of repayment.
Section 2.11. Evidence of Indebtedness. Standard
⚑ Commercial term
Section 2.11. Evidence of Indebtedness. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan, including the amounts of principal and interest payable and paid. The Administrative Agent shall maintain the Register in accordance with Section 10.04. Upon the request of any Lender made through the Administrative Agent,
Section 2.12. Payments Generally. Standard
⚑ Commercial term
Section 2.12. Payments Generally. All payments to be made by the Borrower hereunder shall be made in immediately available funds, in Dollars, without setoff or counterclaim, to the Administrative Agent for the account of the Lenders at the account designated in writing by the Administrative Agent, not later than 2:00 p.m. (New York City time) on the date on which such payment is due. Any payment received by the Admin
Section 2.13. Sharing of Payments. Medium
⚑ Assignment / subcontracting
Section 2.13. Sharing of Payments. If any Lender obtains any payment or reduction (whether voluntary, involuntary, through setoff, or otherwise) in respect of principal or interest on any Loans held by it in excess of its ratable share of payments obtained by all Lenders, such Lender shall notify the Administrative Agent and shall purchase from the other Lenders such participations as shall be necessary to cause the
Section 2.14. Incremental Facility. Standard
⚑ Commercial term
Section 2.14. Incremental Facility. The Borrower may from time to time, by written notice to the Administrative Agent, request incremental revolving credit commitments (each, an "Incremental Commitment") in an aggregate principal amount not to exceed $100,000,000, subject to the following conditions: (a) the consent of the Administrative Agent (not to be unreasonably withheld) and of each Lender (existing or new) pro
Section 2.15. [Reserved.]
Section 2.15. [Reserved.] [Section reserved; no term loan tranche in this facility.]
Section 2.16. Defaulting Lenders. Medium
⚑ Liability cap to check against exposure
Section 2.16. Defaulting Lenders. Notwithstanding any provision to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: (a) commitment fees shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender; (b) the participation of such Defaulting Lender in Swingline Loans and Letters of Credit shall
ARTICLE III
ARTICLE III TAXES, YIELD PROTECTION, AND ILLEGALITY
Section 3.01. Taxes. High
⚑ Penalty / liquidated damages
Section 3.01. Taxes. (a) Gross-Up. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then the Loan Party shall (i) make such deduction, (ii) pay
Section 3.02. Illegality. Medium
⚑ Forum / governing law
Section 3.02. Illegality. If any Lender determines that any applicable law has made it unlawful for such Lender to make, maintain, or fund any SOFR Loan, then, on notice thereof to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue SOFR Loans shall be suspended, and (b) if necessary to avoid such illegality, the Borrower shall convert all SOFR Loans of such Lender to
Section 3.03. Inability to Determine Rates.
Section 3.03. Inability to Determine Rates. If, in connection with any request for a SOFR Loan, (a) the Administrative Agent determines that adequate and reasonable means do not exist for determining Adjusted Term SOFR, or (b) the Required Lenders determine that Adjusted Term SOFR does not adequately reflect the cost to such Lenders of funding such Loan, the Administrative Agent shall so notify the Borrower and the L
Section 3.04. Increased Costs. Standard
⚑ Commercial term
Section 3.04. Increased Costs. If any change in law after the Closing Date (including any change in capital adequacy or reserve requirements) results in an increase in the cost to any Lender of making, funding, or maintaining any Loan, or a reduction in the effective return to such Lender, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduced r
Section 3.05. Compensation for Losses.
Section 3.05. Compensation for Losses. In the event of (a) the payment or prepayment of any principal of any SOFR Loan other than on the last day of an Interest Period, (b) the conversion or continuation of any SOFR Loan other than on the last day of an Interest Period, or (c) the failure to borrow, convert, continue, or prepay any SOFR Loan on the date specified in a notice given to the Administrative Agent, then th
Section 3.06. Mitigation Obligations. Medium
⚑ Assignment / subcontracting
Section 3.06. Mitigation Obligations. If any Lender requests compensation under Section 3.04 or would require the Borrower to pay additional amounts under Section 3.01, such Lender shall use reasonable efforts to designate a different lending office or to assign its rights and obligations to another of its Affiliates, if such action would eliminate or reduce such amounts and would not, in the reasonable judgment of s
Section 3.07. Replacement of Lenders. Standard
⚑ Commercial term
Section 3.07. Replacement of Lenders. If any Lender (a) requests compensation under Section 3.04, (b) requires the Borrower to pay additional amounts under Section 3.01, (c) becomes a Defaulting Lender, or (d) fails to consent to a proposed amendment that has been consented to by the Required Lenders, then the Borrower may, at its sole cost and expense, upon notice to such Lender and the Administrative Agent, require
ARTICLE IV
ARTICLE IV CONDITIONS PRECEDENT
Section 4.01. Conditions to Closing Date. Medium
⚑ Notice / time limit to track
Section 4.01. Conditions to Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make the initial Revolving Credit Loans are subject to the satisfaction (or waiver by the Administrative Agent and the Lenders) of each of the following conditions precedent on or prior to the Funding Deadline: (a) Execution and Delivery of Loan Documents. The Administrative Agent shall have received: (
Section 4.02. Conditions to Each Credit Extension. Medium
⚑ Liability cap to check against exposure
Section 4.02. Conditions to Each Credit Extension. The obligation of each Lender to make each Revolving Credit Loan (including the initial Revolving Credit Loan), of the Swingline Lender to make each Swingline Loan, and of the LC Issuer to issue, amend, or extend each Letter of Credit is subject to the satisfaction of the following conditions precedent as of the date of such credit extension: (a) the Administrative A
Section 4.03. Post-Closing Conditions.
Section 4.03. Post-Closing Conditions. Notwithstanding Section 4.01, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent the following items on or prior to the applicable target dates set forth on Schedule 6.13 (target date: February 14, 2026; outside date: February 28, 2026): (a) final ALTA extended coverage title insurance policies for each Mortgaged Property, in form and substance rea
ARTICLE V
ARTICLE V REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Administrative Agent and each Lender, on the Closing Date and on each date on which a credit extension is made (subject to Section 4.02), as follows:
Section 5.01. Organization; Powers.
Section 5.01. Organization; Powers. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of formation (Delaware, in the case of WPS, WAH, and WPM; Virginia, in the case of WDS). Each Loan Party is duly q
Section 5.02. Authorization; No Conflicts. Medium
⚑ Forum / governing law
Section 5.02. Authorization; No Conflicts. The execution, delivery, and performance by each Loan Party of each Loan Document to which it is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action. The board of managers of the Borrower approved the transactions contemplated hereby by written consent dated January 22, 2026, and the board of directors or ma
Section 5.03. Enforceability.
Section 5.03. Enforceability. This Agreement has been, and each other Loan Document when executed and delivered will be, duly executed and delivered by each Loan Party that is a party thereto. Each Loan Document constitutes, or when executed and delivered will constitute, a legal, valid, and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject
Section 5.04. Governmental Approvals.
Section 5.04. Governmental Approvals. No authorization, consent, approval, license, or filing with any governmental authority is required in connection with the execution, delivery, or performance by any Loan Party of any Loan Document, except (a) filings of UCC-1 financing statements, (b) recordation of the Mortgages, (c) filings with the U.S. Securities and Exchange Commission required by applicable securities laws
Section 5.05. Financial Statements.
Section 5.05. Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal years ended De